Charity Bylaws and Minute Book

Board meeting minutes serve as a crucial record of an organization's governance practices, documenting who attended, what was discussed, and what decisions were made. They not only provide a reference for future discussions but also serve as a tangible record of the board secretary's work.

While access to board minutes should be restricted due to confidentiality concerns, boards should still consider their presentation and content as a means of providing transparency to staff, association members, volunteers, and even the public. Therefore, it's essential to carefully consider the content and format of the minutes, as well as the meetings themselves.

To capture the essential discussions in a useful way, board meeting minutes should be limited to four pages, even for meetings lasting up to two hours. Here are some guidelines to follow:

1. Annually, the board should review the format and level of detail included in its minutes. It's important to highlight decisions made, actions agreed upon, and the associated responsibilities. When dealing with unfamiliar items, the chair or secretary should consult the board and determine how best to report them in the minutes. This dialogue should occur on multiple occasions to ensure the minutes accurately capture important information.

2. Maintaining consistency in the format of the minutes from meeting to meeting is crucial. To facilitate this, the secretary should create a template for the minutes with board approval, if one does not already exist. Having a template in place will make the secretary's job easier and ensure that the minutes are consistent and easy to read.

3. The first page of the minutes should include the meeting date, time, location, and attendee names, including those who sent their regrets. It should also identify any guests and reports distributed during the meeting for context.

4. The minutes should align with the order of the meeting agenda and document the corresponding discussion and deliberation. This approach ensures that the minutes are organized logically, making them easier to comprehend.

5. The minutes should emphasize policy decisions and any action items to be taken in the future to ensure they are adequately documented. It's important to identify who is responsible for implementing these decisions, whether it be the CEO, board, or committees, and to establish a completion date. The format used to document these items is flexible and can vary based on the preferences of the board, but the key is to clearly communicate the decision and action items to stakeholders.

6. The minutes should encapsulate enough of the meeting's discussions to provide a general sense of what was said, including the questions asked and the pros and cons considered. They should also reflect the overall tone and sentiment of the meeting, serving as a valuable record of the board's decision-making process.

7. Avoiding potential conflicts or misunderstandings, it is advisable to refrain from attributing specific comments to individual board members in the minutes. Instead, the minutes should focus on key discussion points and highlight the person responsible by name.

8. To maintain neutrality, it is best to avoid noting who voted for or against a decision in the minutes unless a director requests it. The minutes should only indicate whether a motion was passed or defeated, and if it was passed unanimously.

9. It may be necessary to record the names of the mover and seconder for important decision items that require formal motions, such as approving an annual budget or signing a contract for a new program. The board should develop a list of key decision types that require more formal and detailed recording in the minutes to ensure proper documentation.

10. When significant decisions are made, it is important for the minutes to clearly state the decision. Whether it's granting approval for a policy ("the policy below has been approved...") or consenting to an action ("the Board has agreed to the action below: ")

11. Proposals (motions) that are defeated may not necessarily be required to be logged in the minutes. Nevertheless, Directors may choose to indicate in the minutes that a contentious issue was deliberated and ultimately rejected.

12. Confidential information, particularly personnel records or client services, should not be included in the minutes. If the board receives confidential documents or reports, they can be referred to without repeating the information or attaching the reports. Personnel issues should only be mentioned in the minutes if they pertain to the CEO. In such cases, the minutes can provide a brief summary of the outcomes of the CEO's evaluation or mention the percentage increase in salary. The minutes can also report on the approval of a salary scale or percentage wage increase without identifying specific employees.

13. If a board holds an in-camera session to discuss confidential matters, the minutes should report the nature and outcomes of the session on a need-to-know basis.

‍

The way in which minutes are recorded and made accessible to others outside of the board raises questions about governance openness and transparency. Boards should avoid taking a minimalist approach to minutes or relying heavily on in-camera sessions to address this issue. It is important for boards to discuss and come to an agreement on their transparency aspirations and to periodically review their transparency practices.